炬芯科技: 独立董事工作细则（2025年8月）

Core Viewpoint - The document outlines the working rules for independent directors at Juchip Technology Co., Ltd., emphasizing the importance of governance structure, the responsibilities of independent directors, and their qualifications to protect the interests of all shareholders, particularly minority shareholders [1][2]. Group 1: General Principles - The rules aim to enhance the governance structure of the company and ensure compliance with relevant laws and regulations [1]. - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1]. Group 2: Qualifications of Independent Directors - Independent directors must meet specific qualifications, including having at least five years of relevant work experience and a good personal reputation [4]. - They should not have any significant relationships with the company or its major shareholders that could compromise their independence [4][5]. Group 3: Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [18][19]. - They must attend board meetings personally or delegate their responsibilities if unable to attend [8][12]. Group 4: Nomination and Election Process - The nomination of independent directors can be proposed by the board or shareholders holding at least 1% of the company's shares [9]. - Independent directors can serve a maximum of six years in total, with a mandatory break of 36 months after serving six consecutive years [8]. Group 5: Performance and Reporting - Independent directors are required to submit an annual report detailing their attendance at meetings, participation in committees, and communication with minority shareholders [16]. - The company must ensure that independent directors have equal access to information and resources necessary for fulfilling their duties [33][34]. Group 6: Support and Compensation - The company is responsible for covering the costs incurred by independent directors when hiring external advisors [37]. - Independent directors should receive compensation that reflects their responsibilities, which must be approved by the board and disclosed in the annual report [39].